Exhibit 5.1
NORTH POINT ● 901 LAKESIDE AVENUE ● CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 ● FACSIMILE: +1.216.579.0212
September 9, 2016
DDR Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44112
| | Re: | Up to $250,000,000 of Common Shares, $0.10 Par Value Per Share, To Be Offered |
Pursuant to the Sales Agency Financing Agreements
Ladies and Gentlemen:
We have acted as counsel for DDR Corp., an Ohio corporation (the “Company”), in connection with the issuance and sale of up to $250,000,000 aggregate offering price of common shares, $0.10 par value per share, of the Company (the “Shares”) pursuant to (i) (a) the Sales Agency Financing Agreement, dated September 9, 2016 (the “BNYMCM Agreement”), by and among the Company, BNY Mellon Capital Markets, LLC and the Bank of New York Mellon, (b) the Sales Agency Financing Agreement, dated September 9, 2016 (the “KBCM Agreement”), by and between the Company and KeyBanc Capital Markets Inc. and (c) the Sales Agency Financing Agreement, dated September 9, 2016 (together with the BNYMCM Agreement and the KBCM Agreement, the “Sales Agency Financing Agreements”), by and among the Company, Scotia Capital (USA) Inc. and The Bank of Nova Scotia, and (ii) (a) the Master Confirmation for Forward Stock Sale Transactions, dated September 9, 2016, by and between the Company and The Bank of New York Mellon, (b) the Master Confirmation for Forward Stock Sale Transactions, dated September 9, 2016, by and between the Company and KBCM and (c) the Master Confirmation for Forward Stock Sale Transactions, dated September 9, 2016, by and between the Company and The Bank of Nova Scotia. The Shares may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”) in accordance with the terms of the Sales Agency Financing Agreements.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and delivered pursuant to the terms of the Sales Agency Financing Agreements against payment of the consideration therefor as provided therein, will be validly issued, fully paid, and nonassessable; provided that such consideration is at least equal to the stated par value of the Shares.
ALKHOBAR ● AMSTERDAM ● ATLANTA ● BEIJING ● BOSTON ● BRISBANE ● BRUSSELS ● CHICAGO ● CLEVELAND ● COLUMBUS ● DALLAS DETROIT ● DUBAI ● DÜSSELDORF ● FRANKFURT ● HONG KONG ● HOUSTON ● IRVINE ● JEDDAH ● LONDON ● LOS ANGELES ● MADRID MEXICO CITY ● MIAMI ● MILAN ● MINNEAPOLIS ● MOSCOW ● MUNICH ● NEW YORK ● PARIS ● PERTH ● PITTSBURGH ● RIYADH SAN DIEGO ● SAN FRANCISCO ● SÃO PAULO ● SHANGHAI ● SILICON VALLEY ● SINGAPORE ● SYDNEY ● TAIPEI ● TOKYO ● WASHINGTON
DDR Corp.
September 9, 2016
Page 2
In rendering the opinion above, we have assumed that (i) the resolutions authorizing the Company to issue and deliver and sell the Shares pursuant to the Sales Agency Financing Agreements will be in full force and effect at all times at which the Shares are issued and delivered or sold by the Company and the Company will take no action inconsistent with such resolutions, and (ii) the timing of, the terms of and the consideration for each issuance of Shares by the Company under the Sales Agency Financing Agreements will be approved by the Board of Directors of the Company or an authorized committee or subcommittee of the Board of Directors.
The opinion expressed herein is limited to the laws of the State of Ohio, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (No. 333-205059) (the “Registration Statement”) filed by the Company to effect registration of the Shares under the Act and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
